Disclosure under Regulation 44 of SEBI LODR Regulations, 2015
Meeting Details
The 41st AGM was held on August 26, 2026, through Video Conferencing/Other Audio Visual Means (VC/OAVM) as per MCA Circulars. The meeting commenced at 12:00 noon IST and concluded at 12:38 PM IST.
Proposed Resolutions and Implications
The AGM considered ten resolutions:
1. Ordinary Resolution: Adoption of Audited Financial Statements for year ended March 31, 2026
2. Ordinary Resolution: Declaration of Final Dividend of Rs. 23 per equity share (230%) for FY2026
3. Ordinary Resolution: Re-appointment of Mr. Akihiro Sakurai (DIN: 10570035) as Director retiring by rotation
4. Ordinary Resolution: Appointment of Mr. Sameer Jain (DIN: 11737255) as Whole Time Director and remuneration approval
5. Ordinary Resolution: Ratification of remuneration of Cost Auditors
6. Ordinary Resolution: Revision in Related Party Transaction with Honda Motor Co. Ltd., Japan for FY2026-27
7. Ordinary Resolution: Related Party Transaction for royalty payment to Honda Motor Co. Ltd., Japan for FY2027-28
8. Ordinary Resolution: Other Related Party Transactions with Honda Motor Co. Ltd., Japan for FY2027-28
9. Ordinary Resolution: Related Party Transactions with American Honda Motor Co. Inc. for FY2026-27
10. Ordinary Resolution: Related Party Transactions with American Honda Motor Co. Inc. for FY2027-28
Voting Process and Methods
The voting was conducted through:
- Remote e-voting: August 23-25, 2026 (9:00 AM to 5:00 PM IST)
- E-voting at AGM: 30-minute voting window during the AGM on August 26, 2026
Ms. Saryu Munjal of Saryu Munjal & Associates, Practicing Company Secretaries, was appointed as Scrutinizer. NSDL provided the e-voting platform.
Key Voting Outcomes
Total Outstanding Shares: 8,683,559
Resolution-wise Results:
1. Financial Statements Adoption: 99.9998% in favor (8,682,623 votes for, 20 against)
2. Final Dividend: 99.9998% in favor (8,683,538 votes for, 21 against)
3. Director Re-appointment (Sakurai): 99.8752% in favor (8,672,719 votes for, 10,840 against)
4. Whole Time Director Appointment (Jain): 99.8751% in favor (8,672,715 votes for, 10,844 against)
5. Cost Auditor Remuneration: 99.9998% in favor (8,683,538 votes for, 21 against)
6. RPT with Honda Japan FY2026-27: 97.1433% in favor (1,866,665 votes for, 54,894 against)
7. Royalty Payment Honda Japan FY2027-28: 97.1433% in favor (1,866,665 votes for, 54,894 against)
8. Other RPT with Honda Japan FY2027-28: 97.1433% in favor (1,866,665 votes for, 54,893 against)
9. RPT with American Honda FY2026-27: 99.9988% in favor (1,921,535 votes for, 24 against)
10. RPT with American Honda FY2027-28: 99.9988% in favor (1,921,536 votes for, 23 against)
Shareholder Category Participation:
- Promoter & Promoter Group: 6,762,000 shares (100% participation, 100% in favor on all resolutions)
- Public Institutions: 1,919,195-1,919,205 shares (100% participation, varying approval rates)
- Public Non-Institutions: 2,364-2,353 shares (100% participation, 98.98-99.15% approval)
Notable Dissent Patterns:
Public Institutions showed significant dissent (2.86-5.64% against) on resolutions 6, 7, and 8 related to transactions with Honda Motor Co. Ltd., Japan.
Scrutinizer's Role and Findings
Ms. Saryu Munjal submitted her consolidated report on August 27, 2026. Key findings:
- No invalid votes across all resolutions
- No abstentions recorded
- All resolutions passed with requisite majority
- Voting process was conducted fairly and transparently
Compliance Confirmation
The disclosure confirms compliance with:
- Section 108 of the Companies Act, 2013
- Rule 20 of the Companies (Management and Administration) Rules, 2014
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- MCA Circulars including General Circular No. 20/2020 and No. 03/2025
Additional Information
- Cut-off date for voting eligibility: August 19, 2026
- Registrar and Share Transfer Agent: Mas Services Limited
- Public notice published in Financial Express and Jansatta newspapers on August 1, 2026
- All relevant records are under scrutinizer's custody until minutes are signed by chairman